Nothing Else But The Best
by kickass222urmom
Summary: When a new Pegasus shows up, he seeks out the best flier in all of Equestria to prove who really is the best. Rated M just in case.  Yes there are a few OC's in the story.
1. Chapter 1

**This is my second fanfic I have ever writen for MLP, so there will be a few errors. **

**Also feel free to review the story and give your honest feedback, don't hold back.**

**Now for chapter one of the story, enjoy.**

Chapter 1

"Beep,beep,beep."

Zoarin opened his eyes slowly and turned his head toward the alarm clock.

The clock read 7:05 AM. The time he usually woke up.

He reached over with his hoof and hit the snooze button. He sat up in bed and stretched out his legs and wings, and let out a yawn.

He rolled out of bed and walked to the window. The sun was just coming up, a perfect day to do some flying.

He turned around and looked around his darkened apartment room. He lived in a small apartment building outside of Manehattan. It was small and cramped, but it was his home.

The room was always messy, he didn't see any point in cleaning. Nopony ever came around, and it made him feel more comfortable.

Zoarin walked over to his small mirror and looked at himself.

He was a fairly muscular Pegasus, but not to muscular. His man was midnight black and so was his tail. His coat was a grayish color, as was his eyes. His cutie mark was a lighting bolt with a gold star on either side.

He looked over to his desk to see the single picture frame on it. The picture was of his long time friend Neutral Star. They had known each other since they both started school, over sixteen years ago.

Last time he saw her was a year ago at the Best Young Flyer competition. They had trained for months together, and was prepared to win. They had flown better than they ever had before, but lost to a cyan colored Pegasus with a rainbow colored mane and tail.

After that, she left saying that she was going to train to become the best flyer. That day also made Zoarin realize something. He realized that he wasn't the fastest Pegasus as he had thought.

He became determined to be the best, which caused him to be sent to the hospital more often.

He shook his head and looked away from the picture and walked to his kitchen and looked though his small food supply.

As usually he had almost nothing left.

"I really need to buy food more often then just once a month." He mumbled to himself.

He rubbed his eyes with his right hoof and yawned again.

"Well, guess I could just go find some restaurant, again." He said while walking towards the door.

He walked out of the building and onto the ground. He was one of the few Pegasus who lived on the ground. The soft clouds never really appealed to him, he found the hard earth more pleasant to be on.

He looked around at the other ponies, all getting ready for the day ahead.

Zoarin never really talks to anypony, but he will always end up talking to a new pony every day.

He walked across the street to his favorite restaurant, "La Fillie." He liked the way the name sounds. They serve the best flower sandwiches.

He walked in and sat at his usual booth and sat back to relax.

"Well, looks who's back. My favorite customer, Zoarin. Let me guess, you want the usual order, right?"

Zoarin looked to his right to see Judy, the waiter for this restaurant. She was wearing the white uniform all the waiters were suppose to wear. Her man and tail was a bluish color and her eyes were brown. Her cutie mark was a notebook, which he though fit her since she always used a notebook.

Zoarin gave small smile, "Hey Judy, you know I can't resist the flower sandwiches here."

She wrote his order in her notebook and looked at him, "They are pretty good, but I prefer the hayburgers."

She turned and walked towards the counter.

Zoarin looked around at all the happy ponies eating. He slumped down into the booth and sighed.

He hated feeling so alone, every time he went out into public. Even though he had many friends, he still felt alone. Like he was missing something in his life.

He put his head in his hoofs and sighed again.

"Hey are you okay Zoarin."

Zoarin looked up from his hoofs and looked at the pony in front of him.

"Oh hey cotton, I'm fine just need to eat."

Cotton was a old friend of his. She was a kind pony, with a white coat and violet mane and tail. Her cutie mark was a hammer with a blue X besides it. He has no idea what it means or how she got it.

"Well then eat. I have never met a pony who would rather starve than eat." She said with a grin.

Zoarin laughed, he loved her sense of humor, "I just ordered my food, now I'm waiting for it to arrive. So how have you been Cotton, I haven't seen you for a while."

She slide into his booth and smiled, "Oh well, you know, places. I've mostly been in a small town called Ponyville. The ponies there are nice and outgoing. Unlike the ponies here."

"Sounds like a nice place." Zoarin said while looking at the counter, waiting for his food.

"It is, you should visit it sometime."

Zoarin looked from the counter to her, "You know I don't travel unless it will help me with my training."

"Well Zoarin, there are plenty of open sky to train in, and Cloudsdale is close by."

"You had me on the open skies, but you know I don't do well with clouds."

Cotton smiled, "You know that the Wonderbolts HQ is in Cloudsdale, right?"

Zoarin looked back to the counter, "I've seen them before, and I have hungout with them all before. I can join anytime I want, but I fly alone now."

Cotton let out a sigh and glanced around the restaurant. Then she smirked and looked back at him.

"Also while I was there, I met that Pegasus who beat you last year. You know the one with the rainbow colored mane and tail."

His eyes went wide and he looked at her, "Wait, she lives there. Whats her name."

"Rainbow Dash I believe."

Zoarin sat back and thought,"So that's her name, ummm fits her. Cute."

Just then Judy arrived with his flower sandwich and sat it down in front of him, "There you go Zoarin, enjoy."

Zoarin picked it up and took a bit out of it. He loved the taste of those flower sandwiches, and he was always deep in thought while he ate them.

"So Zoarin, are you going to go to Ponyville to meet her." Said Cotton with a small grin on her face.

He continued to chew his food and said between bites, "Well I guess... I could go and... check her out to... see how good she really is."

"Oh Zoarin, put down your food and talk clearly for once." Cotton said while laughing.

Zoarin put down the sandwich and continued, "I need to know how she was able to bet me, and how she was able to do that sonic rainboom."

She looked at him, "I though you could do a move just like that, didn't you call it the Sonic Zoarboom."

He looked away, "Uhhh yea, but like I told you the last time I performed it. I don't want to show it off like I'm better than everypony else."

"But Zoarin, you are better at flying than every other Pegasus. You need to drop your modest act and niceness for a while. Be your own pony for once, don't worry about what others think of you."

Zoarin thought about this for a minute, "Well she does have a point, how else could I prove that I'm the best if I don't even show off my best move."

"Sorry Zoarin but I have to get going, I need to go finish unpacking. Nice seeing you again, I'll come over some time."

"Okay, I need to get home anyway, I need to do a little cleaning."

She smiled at him, "You mean packing, I can tell you want to go to Ponyville to met this Rainbow Dash."

He looked at her and smiled, "You know me to well."

"Well duh, how else could I be your friend if i didn't know what you were like."

He shook his head and laughed a little, "Only you would know this much about me after so long apart. You should come over before I leave."

"Will do Zoarin. I'll come over tomorrow afternoon. See ya later." She said while turning to walk away.

Zoarin looked down at his flower sandwich and smiled. He picked it up and took the final bit. He stood up and walked over to the counter.

"Thanks Judy for the meal, here's the bits I owe you." He said while placing two bits on the counter.

"No problem, come again Zoarin."

He walked out the door and headed across the street to his apartment. He had to get ready for his trip to Ponyville and to the Pegasus who had beat him a year before.

**Hope you enjoyed it, remember to R and R. Chapter 2 will be up soon, just now fixing grammar errors.**


	2. Chapter 2

**Well here is chapter 2.**

**Also just a disclaimer, I do not own My Little Pony but I do own the characters that I came up with(Zoarin,Judy, Natural Star,Cotton)**

**Enjoy chapter 2.**

Chapter 2

Zoarin sat on the edge of his bed, looking down at the floor. He had packed his satchel with a few things he may need.

He sighed and fell back onto his bed. What was he suppose to do once he met Rainbow Dash. He couldn't just walk up and challenge her.

What if he lost again. He may be good but she is way better. She can do a Sonic Rainboom when ever she wants to. He could only do it if he was lucky, but he failed most of the time.

He sat up and stood up. He put his satchel on his back and started towards the door.

"I'll just figure that out once I get there." He said to himself before walking out the door and into the afternoon sun.

He looked around, a few of the ponies was out and about. He walked down the street, trying to decide if he should fly all the way there or just walk there.

He stretched out his wings, it would be a lot faster to fly there.

He jumped up and flew up a little, just above the buildings. He looked to the west, where Ponyville was. This was going to be a boring trip.

One hour later

Zoarin landed on the outskirts of Ponyville, he had never been here before.

The town wasn't as big as he had thought it would be. He had pictured a huge town with buildings every where. Instead he saw a small town with buildings close together.

He walked to the edge of the town and looked around at all the happy ponies walking around and talking.

"Cotton was right, the ponies here are more outgoing and friendlier than the ones back in Manehattan." Zoarin said to himself.

"Who are you talking to you crazy pony?" Said a very cheerful voice.

Zoarin turned around to see a pink pony with a big fluffy mane and tail. She was hopping up and down in place with a huge smile on her face.

"Umm, nopony. Just talking to my self." Zoarin said getting a bit worried. Nopony should be this happy.

"I know what you need. You need a party. Owww it could have games, dancing, and everything else. It will be the best party ever. Everypony will be there. Wait, I don't even know your name, mine is Pinkie Pie, what is yours." She said with almost impossible speed.

Zoarin looked at her puzzled, all he had heard was something about a party and something about pie. He took a step back from the bouncing pony, and looked around nervously. "Umm no I don't really want to go to a party, I'm here on business."

Pinkie Pie stopped bouncing and frowned, "What do you mean you don't want to go to the party. Are you loco in the coco or something." But then the smile returned, just as fast as it had left, "Owww I know, your just shy about it, like my friend Fluttershy. She is the shiest pony I've ever seen, but she's also the sweetest pony I've met. You should met her, I think you two will get along."

Zoarin back away farther, what is wrong with this pony. "Oh hey look at the time, I'm late for, uhhh something. So I to go now before I lose my mind."

He jumped up in the air and flew up onto a cloud. He may not like clouds, but anything is better than listening to that pony.

He looked down to see that the pink pony was still talking, like he was still there. He slumped back onto the cloud and rubbed his eyes with his hoofs. "I hope not everypony here is like that, I can't live with that kind of torture."

"So as I was saying, you should really come to Sugar Cube Corner tonight. It will be fun, with games, food, dancing and everypony to talk to."

Zoarin jumped at the sound of the pink ponies voice, he looked around and saw her pop up through the cloud for a second then fall back through it.

He looked down to see that she was jumping on a trampoline to get to where he was.

"So are you going to come or not."

Zoarin sighed loudly and flew to the ground.

She jumped off the trampoline and hoped over to him. "So are you, uhh uhh uhh."

Zoarin rolled his eyes, "Sure why not."

She jumped high and let out a excited squeal, "YAY! I'll go set it up, oh this is going to be the best party ever."

She started to bounce away towards the town. Zoarin let out a sigh, at least she's gone now.

He started to walk towards the town. Everything here is so lively and happy. It made Zoarin wish he had never came to this little town. He couldn't take all this colorful surroundings for long, or the way to happy ponies. He like the city, where everypony would just keep to them selves and not bother anypony else.

Maybe he should just go visit his friend Soarin in Cloudsdale. They could just fly around for a while, he may see Rainbow Dash there.

He stopped walking and looked around. Where was he suppose to stay or sleep, he hadn't thought about that. Well it's either ground or cloud, but either way, he was sleeping out side. Let's go with cloud, that way I'm away from all the other ponies.

He looked around, all the ponies were still going about like they where before. He looked around and saw a forest, perfect. He could go there and put his stuff in a tree so nopony will find it.

He walked over to a tall tree and flew up to the top, he placed his satchel behind some of the leaves and then descended to the ground.

Time to head to Cloudsdale. He jumped up and headed in the direction of the city in the sky.

Five minutes later

Zoarin was flying above the tree line, looking at the scenery. This place may be different from the city, but it had a beautiful landscape.

As he was taking in his surroundings, a Pegasus flew past him at high speed. He looked closer to see that the Pegasus had a rainbow colored mane and tail.

"Rainbow Dash.."

He picked up speed and flew up next to her.

She looked over at him and gave a grin. Then she shoot ahead at a almost impossible speed.

So she wants to race, that was easier than he had thought it would be.

Zoarin picked up his speed again, matching hers. He looked over to see that she was still looking at him, "You think your fast. Well try and keep up with me."

Zoarin smiled a little, "Oh don't you worry about me, I think you will have trouble keeping up with me."

Her grin went to a laugh, "What ever flycolt. Lets see how fast you really are."

She sped up and was way ahead of Zoarin.

He wasn't going to be laughed at, not this time. He pushed him self to keep up with her, he was having trouble.

She picked up even more speed. How was this even possible, no Pegasus should be this fast. She headed straight up, and Zoarin knew what she was about to do.

She looked down and yelled, "You ready to lose your mind. Watch this."

Zoarin was getting a little angry, he had always thought he was the fastest Pegasus alive.

She went straight up and stopped, she looked down at Zoarin still trying to catch up. Once he was beside her, she smiled and looked down. "Ever heard of a Sonic Rainboom, I'm the only pony to ever do one. Nopony else has ever been able to do it but me. Now watch as I, Rainbow Dash, perform a Sonic Rainboom."

She angled her self downwards and flew straight down. Zoarin was now furious, she was to argent and confident.

He let out a loud yell of rage and plunged downward till he was next to her and matching her speed.

She looked at him and yelled, "Well well, looks like little flycolt here wants to play with the big fillies. Well lets just see how bad you can get hurt."

Zoarin was getting madder and madder by the second and her boasting wasn't helping calm him down. When he became this mad, he was likely to do dangerous things.

He pushed him self to his limit and she was still next to him. He could feel the pressure of a Sonic Zoarboom forming around him and her.

Rainbow Dash looked at him surprised, but then focused back on her own Sonic Rainboom.

Within seconds the two created a Sonic Rainboom/Zoarboom at the same time. The sky was filled with multiple colors and lighting bolts. Everything in the surrounding area was cast in a series of colors.

Zoarin looked behind him, he was surprised he was actually able to do it this time. He pulled up till he was heading straight ahead.

Once they both stopped, he looked over to Rainbow Dash to see that her mouth hung open in surprise.

"You were able to perform a Sonic Rainboom or what ever you call yours."

Zoarin looked around then back at her, with a proud smile on his face, "Well I guess I did, I thought I wouldn't be able to do it this time."

Rainbow Dash shook her head and held out her hoof, "Well it's nice to meet another great flier, my names Rainbow Dash, as you may already know."

Zoarin held out his hoof and shook her hoof, "My names Zoarin, I actually came here to see you. I wanted to prove I was the best flier in all of Equestria, but as I have found out. You are the best, I was having trouble keeping up with you in the beginning."

She laughed at this,"Well I would put you at second best. Nopony is better than me."

Zoarin laughed,"Yea, I guess I can live with being second best. There's no way I'll beat you."

Rainbow Dash smiled, "If you don't have a place to stay, you can stay at my house. It's a nice cloud mansion right outside of Ponyville."

Zoarin looked at her worried. He had not expected this.

**That was a fun chapter to write, remember to R and R.**

**Also here's a little ****challenge, who ever can guess this answer will be able to request something to be added to the story.**

**Here's the question: Who does Zoarin love? If you read it carefully you will be able to tell who it is.**

**Chapter 3 will be up in a few days, or when ever I feel like writing it.**


	3. Chapter 3

**Okay here's chapter 3, it may be a few days before chapter 4 is written.**

**This chapter took me forever to write, but I think you will enjoy it.**

Chapter 3

"So do you want to stay at my place. I have plenty of room for you." Said Rainbow Dash with a smirk on her face.

Zoarin looked around nervously. What should he do? He could probably stay at her place, but he didn't like that idea, or he could sleep on a cloud.

"Uhh, I don't know. I was planning to sleep on a cloud. Uhh but thanks for the offer." He said with a nervous voice.

"My house is better than just a cloud. I have a spare room that you can stay in." She said still with a smirk.

Zoarin was getting worried and more nervous. He hadn't expected this when he had came here. He had thought she would just laugh at him and leave.

He looked at her nervously, "Well, I prefer sleeping outside. Your a nice pony and all, but I want to just, ummm sleep outside on a nice cloud.

Her smirk grew bigger, "Oh well, if you don't stay at my place. Your nights outside won't be so restful." She pointed up towards a dark cloud. "If you get what I mean."

Zoarin looked at the cloud, then looked back at her, defeated. "Fine, I'll stay at your house, but only for a few days."

Rainbow Dash's face lite up with excitement, "Good, I knew you would see reason. Now follow me."

She turned around and started to fly towards Ponyville.

Zoarin sighed, "Why me?"

Ten minutes later.

Zoarin landed on the edge of the cloud that supported Rainbow Dash's house.

The house was a beautiful cloud mansion. With a few rainbowfalls around it.

Rainbow Dash walked to the door and opened it. She looked over at Zoarin and motioned for him to enter.

Upon entering her house, Zoarin could see that she wasn't a very neat pony, like himself. Everything was disorganized and there was a few pictures of her with some other ponies.

"Nice place you have here." Zoarin said while still glancing around.

"Thanks. Now I'll show you where you'll be staying." She said while walking towards the stairs.

Zoarin followed behind her, he didn't like this, but he had no other choice.

He followed her up to a room. The room had a single bed and a small desk in the corner. The walls were bare except for a single poster of the Wonderbolts.

"Here's your room, mine is right next to it, if you ever need something." Rainbow Dash said with a smile.

Zoarin walked in and let out a small sigh. This would have to do for now.

He turned around to face Rainbow Dash. "Thanks for the room, but I need to rest. It's been a long day for me, so can you please leave."

She shook her head, "Fine, I'll wake you up in a hour."

"No, just let me sleep till morning or until I wake up." He said a little annoyed.

She frowned and slowly closed the door.

Zoarin jumped backwards on to the bed and yawned.

He lay there for thirty minutes trying to sleep, when the door flew open and Rainbow Dash walked into the room.

Zoarin looked up and groaned.

"What do you want." He said with a little anger in his voice.

"I was in town and ran into somepony. I need you to come to town with me."

Zoarin sighed loudly and sat up, "Why?"

"It's very important come on, if you don't then you won't be getting any sleep for a while." She said with a smirk.

Zoarin looked down, "Why me?" He looked up at her. "Okay, let's just get this over with."

Fifteen minutes later.

They landed near a building that looked like a bakery.

Zoarin looked around, there was nopony around. He looked over to Rainbow Dash, who was walking towards the door to the bakery.

She turned around and smiled, "Come on."

Zoarin reluctantly followed behind her, "What do you need me for."

"You'll see, now go in the door. I'll be behind you." She said with a weird smile.

He walked into the building, just wanting to just go back to his room.

"SURPRISE!"

Zoarin jumped back in surprise and looked around at all the ponies in the room. There was streams all around the room and a banner that said, "Welcome to Ponyville, Zoarin."

Why did they throw a party for him just because he had just came to town. This was just to weird for him. He started to back up, but Rainbow Dash nudged him forward into the room.

The pink pony from earlier came trotting out of the crowd of ponies towards him.

"Hey there you silly colt. Where you surprised huh huh, oh I know you was surprised. Who wouldn't be." She said with an excited voice.

Zoarin looked around nervously, "Uhh I guess it's a nice party but I have to go." He turned to leave when the pink pony appeared in front of him, "You can't leave, the party just started silly head. Now go enjoy the party, talk to some of the ponies here. Most importantly, HAVE FUN!"

He jumped back with her last words, why did she have to yell all the time. She was now the most annoying pony he has ever met.

"Okay, let's just get this over with." He said with a grunt.

"YAY! Now go have..."

"Okay, I get it, have fun." He said getting annoyed again.

She turned around happily and walking into the crowd of ponies.

This was going to be a long night. He walked over to a table with food on it, nothing but snacks and sweets.

Zoarin shook his head, where is the real food. He hated almost all things that was nothing but pure sugar or too sweet. It made him sick to his stomach, how could those ponies eat so much of it.

He turned from the table to see that a few of the ponies was talking and pointing at him. Uhhh, High School all over again.

"You look like your having fun." Said a familiar voice.

Zoarin turned around and his mouth hung open in surprise.

In front of him stood his long time friend, Neutral Star, the last pony he had ever thought he would see here.

She looked almost the same as the last time he had saw her. Her mane and tail was black with a red streak running through them. Her coat was the same color as his, grey. Her cutie mark was a star with wings.

"Neutral Star, what are you doing here. I thought you was training." Said Zoarin, still in shock from her being here.

"I am, I was just passing through when I noticed that banner with your name on it. So I decided to stay and see if it was you, wait what are you doing in a small town such as this one?"

"Oh, I came here to find that Pegasus who had beat us last year. Sadly I lost to her again, but you may have a chance though."

Neutral Star smiled, "Oh Zoarin, you haven't chanced a bit. Still thriving to be the best, even if it means you'll be in the hospital."

He laughed, "And you haven't changed much either, your still trying to be the best also."

She smiled and looked around, "We should go somewhere more private. There's to many ponies here, we can talk more later."

Zoarin looked over at Rainbow Dash, who was talking to a orange pony. "I have a room at a Pegasus's house, come on. We will have more privacy there."

They walked out of the bakery, ignoring the questioning stares from the other ponies.

One hour later.

"So then, once I was above the clouds, I knew I was going to be able to perform the trick. Once I was heading down towards the ground, I forgot to decrease my speed and slammed into the ground. That's how I got this scare."

He showed her a small cut below his right shoulder.

"Wow Zoarin, you are always hurting yourself." She laughed.

They had came back to Rainbow Dash's house and went to his room. They have been talking for an hour, about all the things they've done and ponies they've met.

Zoarin laughed, "Well of course, you know me. It's not a good training season unless I get hurt."

She smiled, "Of course, same with me." She glanced around the room, "I have to tell you something Zoarin."

Zoarin smiled, "What is it Star."

Neutral Star smiled again, "Two things, one is that you really need to have more fun." She pushed him slightly making him fall back on the bed.

He fell onto his back on the bed and started laughing. Then she jumped on top of him and pined his legs don't.

"And two, I've liked you for a long time, and tonight I'm going to show you how I truly feel about you."

Zoarin looked up at her in surprise, "Wait what?"

She leaned down and kissed him.

He was in shock but then slowly returned the kiss.

She pulled her hoofs off his legs and feel down on top of him and whispered in his ear. "Are you ready." She started to nuzzle his neck.

Zoarin looked up at the ceiling, then he rapped his legs around her mid section and whispered, "Yes."

She sat up slightly until her face was inches from his. She smiled down at him and kissed him again. "You ready for this, I bet your too scared to do this." She said laughing.

"Is that a challenge Star, you know I don't turn down challenges." He said with a smile.

"Okay then, let's do this." She said with a smirk on her face.

Zoarin smiled back, he had been waiting for this day for years. He pulled her closer to him, ready to begin.

**Well there's chapter 3, I don't think anyone expected that to happen.**

**I don't know if the next chapter will be about that night or the next morning. I want everyone else to decide, should I make chapter 4 about them and that night or should I just skip to the morning.**

**Chapter 4 will be here after I have decided about what it will be about. Remember to R and R. **


	4. Chapter 4

**Here's chapter 4**

**First off, I have two sorry's for all my readers. **

**1. I'm so sorry its been almost a week since my last update, I couldn't decide on what this chapter would be about. **

**2. I'm really sorry for this chapter, it is not about that night, I could not figure out how to do it. But don't worry, i will make a bonus chapter at the end, and it will be about that night.**

**So please enjoy.**

Chapter 4

Zoarin opened his eye's slowly and blinked up at the ceiling. He yawned and started to get up, but he was stopped by something attached to him.

He looked down to see that Neutral Star had her hoofs rapped around his mid section, and her head was on his chest.

He smiled to him self, she looked so cute while see slept. He also loved having her rapped around him like this. This is something he had only dreamed off, waking up to Neutral Star laying on him.

He laid his head back on the pillow and started to remember the night before. They had made love for a good three hours before they both passed out on each other. He didn't even know he could do all the things they had done, especially when they where doing it while flying. He didn't even know that was possible.

The night before had been fun, and he hoped to have many more like it. He started to try to get her off him, but she just tighten her grip on him. He sighed, but it was a happy sigh.

Then she started to move and she opened her eyes slowly. She looked up at him and smiled, "Last night was awesome, you were awesome."

Zoarin smiled back, "Hey, you wasn't to bad yourself. I didn't even know you knew all those positions."

"You would be surprised to know how many I know. I've been learning them for you."

He looked at her puzzled, "What do you mean?"

She laughed, "Oh Zoarin, clueless as always. Couldn't you guess that I've liked you all this time, since we met."

It was his turn to laugh, "I didn't catch on I guess, but I'm not the only one. I've liked you since we've met, and you never knew."

She shook her head and laughed, "Well damn, I should have figured that one out."

She leaned up and kissed him.

Zoarin returned the kiss then pulled back slowly, "You do know that I need to get up and stretch right?"

She laughed again, "That's my Zoarin, always needing to walk around.'

She slowly released him from her embrace and let him get up. He walked around for a second then stopped.

"Wait, does this make you my marefriend?" He asked a little confused.

She blushed for the first time, "Oh, well, I guess it does. So that makes you my coltfriend."

He smiled and walked over to her and hugged her.

She returned the hug, "Zoarin, I love you."

Zoarin pulled back shocked, "Star? You don't know how long I've waited to hear you say that." He pulled her back into the hug, "I love you too."

She smiled and nuzzled his neck.

They stayed in his room for a few more hours, talking about what they should do, and a few other things.

Four hours later.

Zoarin and Neutral Star were walking down the streets of Ponyville. They were talking and having a good time.

"You mean you broke your wing trying to do a barrel roll." Said Neutral Star trying to hold back a laugh.

"Hey, my wing had been broken the previous month, it was still weak."

She started laugh, "That's my Zoarin, always trying to act tough."

"Who said it was a act." He said smiling.

"Oh Zoarin, I'll have to show you what it means to be tough."

"Your on Star." He said smiling again.

She shook her head and looked over him, "I'll show you next time we go to New Mane."

He laughed, she was always the confident one.

"Come on Zoarin, I want to check out this town before we head to Cloudsdale."

He smiled, but he didn't really want to head to Cloudsdale. Although he would like to see his friend Soarin again.

"Okay, let's hurry this up. For once, I want to go to a city made of clouds."

She laughed, "You still hate clouds? I remember when we went to the Best Young Flyer competition, and it took me forever to get you to land on the cloud."

He laughed nervously, "Oh come on, do you really have to bring that back up, Star."

She smiled, "Yes, you know I love picking on you from time to time."

He smiled, "Don't make me bring back up the time we where in High school, and you and me where trying to..."

"No, no. You win Zoarin, just please don't remind me of that time."

Zoarin smiled, victorious. "I knew that would work, now I think we've seen enough of this town. Lets head up to Cloudsdale now."

"Fine, I'll just end up making you land on the cloud anyway."

"Not this time Star."

Thirty minutes later.

Neutral Star landed on the cloud and turned around to Zoarin. He was floating above the cloud.

"Like I said before, I'm going to have to make you land on this cloud." She said with a grin on her face.

"Oh, well not this time. Watch this." He said while still hovering above the cloud. He dropped down on the cloud, and smiled proudly.

"Well, looks like my little Zoarin is getting braver." She said with a smirk

He shook his head laughing, "You know that I just don't like clouds, I'm not afraid of them."

She put her hoof over his neck, "What ever Zoarin, let's go see your friend. Then we will be going to my friends house."

He smiled, "Okay lets go, just look for a building with Wonderbolts on it."

They walked around for a while before finding a building with the banner that says, "Wonderbolts HQ."

They walked in and Zoarin was able to convince the secretary that he knew Soarin. She let them pass but didn't take her eye's off them.

They walked down the hall, all the doors looked the same. Except for the names above each one.

He looked around and noticed one said Spitfire. He stopped and looked at it.

"Hey, Star. Remember that Pegasus from Flight school, you know the one with the fire like mane."

She stopped and looked at the name plate, "Oh I remember her, me and her had so much fun. Is it okay if i stay here and chat with her?"

"Sure, I'll come get you before I leave."

"Okay, see you soon." She said before walking in the door.

Zoarin continued walking down the hall till he found a door with Soarin's name on it. He walked into the room.

The room was a medium sized room, with a every thing a bedroom and living room would have. There was pie tins here and there and a few more pie's on a table.

Soarin was laying in his bed, half hanging off. He walked over and laughed. He put out his hoof and knocked Soarin out of his bed.

Soarin feel out of the bed and hit the floor. He sat up and groaned, "Spitfire, I though I told you to stop coming into my room and waking me up."

"Well, I do have a mouth on me, but I'm not Spitfire."

Soarin looked over at Zoarin and smiled, "Hey Zoarin, long time no see. What have you been up to."

Zoarin sat down on a chair behind him and looked over at Soarin, "Oh you know. I've been living in Manehattan for the past year, training and stuff."

Soarin stood up and walked over to the table with the pies on it. "I should have known. You do know that you can still join the Wonderbolts, all you have to do is say yes, and I will get you in."

Zoarin smiled, "Not now, like I said last time we met, I'm not much of a team player. The only team I need is me and Star."

Soarin laughed, "You are either the stupidest pony I've met or smartest. Well I don't know about smartest, but still."

"We can go with stupidest pony." Zoarin said while laughing.

Soarin laughed and started eating a pie.

"I see you still eat apple pies. You are addicted to them Soarin."

Soarin laughed again and stopped eating, "Of course I'm addicted to them, who wouldn't be."

Zoarin grinned and looked around the room, "So, I see you still don't have a taste for decorations."

"Your the one to talk, I've seen your place. It is a mess and the walls are plane like mine.'

"True true, but at least I have a marefriend." Zoarin said with a smirk on his face.

"Oh, who might that be Zoarin. Is it that one mare, Cotton?"

"No, it's Neutral Star. You remember her, right? We all went to Flight school together."

"I remember her, I kinda always knew you two would be a couple."

"Now how would you know that, we never even acted like we liked each other."

"That's what you thought, but me and everypony else knew you two liked each other."

Zoarin looked at Soarin, "Oh what ever. Well we all know that you like Sp..."

The door to the room flew open and a Pegasus with a spiky mane walked in. He had a bluish colored mane and tail. He couldn't tell his coats color because he was wearing his Wonderbolt uniform.

"Soarin, we need you in the conference room. We are going to discuss letting that one Pegasus from Ponyville join us."

Soarin sighed and sat up, "Okay, I'm on my way." He turned towards Zoarin, "I'll be back in a hour or two. You should just look around Cloudsdale, it will be a while."

Soarin walked out the door with the other Wonderbolt.

Zoarin stood up and walked towards the door. Now what, there's nothing to do here. This city is as boring as anything.

He walked down towards Spitfires room. He knocked on the door and walked in. Star and Spitfire were sitting down at a table, talking and laughing.

They looked over at Zoarin, who felt a little out of place in a mares room.

"Oh Zoarin, it's so good to see you. How have you been?" Said Spitfire with a nice smile on her face.

"Hey Spitfire, I've been good. Been to the hospital a lot over the past year for broken wings,legs, and bones."

She smiled, "You were right Neutral Star, he still is the same Pegasus from high school. Always looking for a new way to hurt him self."

Zoarin let out a small laugh, "Well, I go because I'm training but that is true. I always end up in the hospital."

Neutral Star smiled, "Zoarin is always trying to..."

The Pegasus that had came and got Soarin walked in and looked over at Spitfire, "Come on Spitfire, its time to start the meeting on letting that Pegasus from Ponyville join the Wonderbolts."

Spitfire sighed, "Okay, I'm on my way. Just let me get on my uniform."

She stood up and walked over to the closet in the back of the room. She opened it to reveal a couple blue uniforms. She picked one out and slipped it on, and started walking towards the door.

Zoarin stepped to the side to let her pass.

"It was nice seeing you again Zoarin. Come back anytime you want." She said when she passed him.

"Will do Spitfire."

She walked out the door and closed it.

Neutral Star stood up and walked over to him. "Now its time to go see my other friend. Come on Zoarin."

She walked out the door, and he followed. This was going to be a long and boring afternoon.

**I hope you enjoyed it, it was hard to write.**

**Remember to R and R. and give me ideas for the next chapter if you want.**


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